<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------

                                    FORM 10-Q


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2002

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-33572

                                 --------------


                        DIAMOND TRIUMPH AUTO GLASS, INC.
             (Exact name of registrant as specified in its charter)


                 DELAWARE                                  23-2758853
      (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                 Identification No.)

                220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704
          (Address, including zip code of principal executive offices)

                                 (570) 287-9915
                     (Telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or Section 15(d) of the Securities and Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         As of May 15, 2002, there were 1,000,000 shares outstanding of
Diamond's Common Stock ($.01 par value) and 35,000 shares outstanding of
Diamond's Series A 12% Senior Redeemable Cumulative Preferred Stock ($.01 par
value).
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2002

                                      INDEX

<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------
<S>                                                                     <C>
Part I.  Financial Information

         Item 1.  Financial Statements

                  Condensed Balance Sheets -
                     March 31, 2002 and December 31, 2001 ..........       3

                  Condensed Statements of Operations -
                     Three Months Ended March 31, 2002 and 2001 ....       4

                  Condensed Statements of Cash Flows -
                     Three Months Ended March 31, 2002 and 2001 ....       5

                  Notes to Condensed Financial Statements ..........       6

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations ..............       7

Part II. Other Information

         Item 6.  Exhibits and Reports on Form 8-K .................      11

                  Signature ........................................      12

</TABLE>




                                       2
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                            CONDENSED Balance Sheets
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                                 March 31, 2002     December 31, 2001
                                                                 --------------     -----------------
                                                                   (Unaudited)
<S>                                                              <C>                <C>
ASSETS
Current assets:
  Cash and cash equivalents                                       $      6,873        $      6,592
  Accounts receivable, net                                              13,728              11,596
  Other receivables                                                        271                 387
  Inventories                                                           16,255              16,757
  Prepaid expenses                                                       1,681               1,383
  Deferred income taxes                                                  3,501               3,540
                                                                  ------------        ------------
Total current assets                                                    42,309              40,255
                                                                  ------------        ------------

Equipment and leasehold improvements, net                                8,346               7,799

Deferred loan costs and senior notes discount, net                       4,998               5,183
Deferred income taxes                                                   38,030              38,111
Other assets                                                               499                 498
                                                                  ------------        ------------
Total assets                                                      $     94,182        $     91,846
                                                                  ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                $      8,853        $     10,640
  Accrued expenses:
    Payroll and related items                                            5,909               4,678
    Accrued interest                                                     4,630               2,317
    Accrued income taxes                                                 1,609               1,679
    Other                                                                  872                 389
                                                                  ------------        ------------
Total accrued expenses                                                  13,020               9,063
                                                                  ------------        ------------

Total current liabilities                                               21,873              19,703
                                                                  ------------        ------------

Long-term debt:
  Credit facility                                                           --                  --
  Senior notes                                                         100,000             100,000
                                                                  ------------        ------------
Total long-term debt                                                   100,000             100,000
                                                                  ------------        ------------

    Total liabilities                                                  121,873             119,703
                                                                  ------------        ------------

Series A 12% senior redeemable cumulative preferred stock -
    par value $0.01 per share; authorized 100,000 shares;
    issued and outstanding 35,000 shares in 2002 and 2001,
    at liquidation preference value                                     56,165              54,530
                                                                  ------------        ------------

Stockholders' equity (deficit):
Common stock, 2002 and 2001 par value $0.01 per share;
    authorized 1,100,000 shares; issued and outstanding
    1,000,000 shares                                                        10                  10
Additional paid-in capital                                              39,628              41,263
Retained earnings (accumulated deficit)                               (123,494)           (123,660)
                                                                  ------------        ------------
    Total stockholders' equity (deficit)                               (83,856)            (82,387)

                                                                  ------------        ------------
Total liabilities and stockholders' equity (deficit)              $     94,182        $     91,846
                                                                  ============        ============
</TABLE>


                                       3
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                    Three Months Ended    Three Months Ended
                                                        March 31, 2002        March 31, 2001
                                                    ------------------    ------------------
<S>                                                 <C>                   <C>

Net sales                                                 $     48,157          $     50,057
Cost of sales                                                   13,637                14,331
                                                          ------------          ------------
Gross profit                                                    34,520                35,726

Operating expenses                                              31,723                29,845
                                                          ------------          ------------

Income from operations                                           2,797                 5,881

Other (income) expense:
  Interest income                                                  (61)                  (11)
  Interest expense                                               2,572                 2,587
                                                          ------------          ------------
                                                                 2,511                 2,576
                                                          ------------          ------------

Income before provision for income taxes                           286                 3,305

Provision for income taxes                                         120                 1,322

                                                          ------------          ------------
Net income                                                         166                 1,983

Preferred stock dividends                                        1,635                 1,453

                                                          ------------          ------------
Net (loss) income applicable to common stockholders       $     (1,469)         $        530
                                                          ============          ============
</TABLE>




                                       4
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED Statements of Cash Flows (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                    Three Months Ended    Three Months Ended
                                                        March 31, 2002        March 31, 2001
                                                    ------------------    ------------------
<S>                                                 <C>                   <C>

OPERATING ACTIVITIES
  Net cash provided by operating activities               $      1,514          $      4,229
                                                          ------------          ------------

INVESTING ACTIVITIES
  Capital expenditures                                          (1,217)                 (656)
  Proceeds from sale of equipment                                   35                   175
  Decrease in other assets                                          (1)                  (88)
                                                          ------------          ------------
Net cash used in investing activities                           (1,183)                 (569)
                                                          ------------          ------------

FINANCING ACTIVITIES
  Net proceeds from credit facility                                 --                 1,000
  Payments on credit facility                                       --                (1,500)
  Deferred loan cost                                               (50)                  (50)
                                                          ------------          ------------
Net cash used in financing activities                     $        (50)         $       (550)
                                                          ------------          ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                          281                 3,110

Cash and cash equivalents, beginning of period                   6,592                    25
                                                          ------------          ------------
Cash and cash equivalents, end of period                  $      6,873          $      3,135
                                                          ============          ============
</TABLE>




                                       5
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                    NOTES TO FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)


NOTE 1.     SIGNIFICANT ACCOUNTING POLICIES

            These interim financial statements are unaudited but, in the opinion
            of management, reflect all adjustments (consisting only of normal
            recurring adjustments) necessary to present fairly the data for
            these periods. The interim financial statements should be read in
            conjunction with the audited financial statements and notes thereto
            contained in Diamond's Annual Report on Form 10-K for the fiscal
            year ended December 31, 2001. Diamond's results for interim periods
            are not normally indicative of results to be expected for the fiscal
            year. Weather has historically affected Diamond's sales, net income
            and EBITDA, with severe weather generating increased sales, net
            income and EBITDA and mild weather resulting in lower sales, net
            income and EBITDA. In addition, Diamond's business is somewhat
            seasonal, with the first and fourth calendar quarters traditionally
            its slowest periods of activity.

            Preferred Stock - At March 31, 2002 and December 31, 2001, the
            liquidation value of the Preferred Stock recorded on Diamond's
            Balance Sheet was $56,165 and $54,530, respectively, which includes
            dividends of $21,165 and $19,530, respectively, added to the
            liquidation value.

            Long-Term Debt:

            Credit Facility - On March 27, 2000, Diamond entered into a
            revolving credit facility (the "Credit Facility"). The Credit
            Facility has an initial term of four years and provides for
            revolving advances of up to the lesser of: (1) $25,000; (2) the sum
            of 85% of Diamond's Eligible Accounts Receivable (as defined in the
            Credit Facility) plus 85% of Diamond's Eligible Inventory (as
            defined in the Credit Facility), less certain reserves; or (3) an
            amount equal to 1.5 times Diamond's EBITDA (as defined in the Credit
            Facility) for the prior twelve months. A portion of the Credit
            Facility, not to exceed $5,000, is available for the issuance of
            letters of credit, which generally have an initial term of one year
            or less. Diamond had $3,546 in outstanding letters of credit at
            March 31, 2002. Borrowings under the Credit Facility bear interest,
            at Diamond's discretion, at either the Chase Manhattan Bank Rate (as
            defined in the Credit Facility) or LIBOR, plus a margin of 0.25% for
            the Chase Manhattan Rate and 2.00% for the LIBOR Rate. In addition,
            a commitment fee of 0.25% is charged against any unused balance of
            the credit facility. Interest rates are subject to increases or
            reductions based upon Diamond meeting certain EBITDA levels. The
            proceeds of the Credit Facility are available for working capital
            requirements and for general corporate purposes. The Credit Facility
            is secured by first priority security interests in all of Diamond's
            tangible and intangible assets. In addition, the Credit Facility
            contains certain restrictive covenants including, among other
            things, the maintenance of a minimum EBITDA level for the prior
            twelve months, as well as restrictions on additional indebtedness,
            dividends and certain other significant transactions. Diamond was in
            compliance with these covenants at March 31, 2002.

NOTE 2.     RECENT ACCOUNTING PRONOUNCEMENTS

            In 2001, Statement of Financial Accounting Standards ("SFAS") No.
            144, "Accounting for the Impairment of Disposition of Long-Lived
            Assets" was issued. This standard establishes one accounting model
            to be used for measuring impairment of long-lived assets. The
            Company does not expect adoption of SFAS No. 144 to have a material
            impact on its financial statements.




                                       6
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

            RESULTS OF OPERATIONS

            The following table summarizes Diamond's historical results of
            operations and historical results of operations as a percentage of
            sales for the three months ended March 31, 2002 and 2001.

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED MARCH 31,
                                                         ---------------------------------
                                                              2002              2001
                                                         --------------     --------------
                                                          $         %        $         %
                                                         ----     -----     ----     -----
                                                               (DOLLARS IN MILLIONS)
<S>                                                      <C>      <C>       <C>      <C>
            Net Sales                                    48.2     100.0     50.0     100.0
            Cost of Sales                                13.7      28.4     14.3      28.6
                                                         ----     -----     ----     -----
            Gross Profit                                 34.5      71.6     35.7      71.4
            Operating Expenses                           31.7      65.8     29.8      59.6
                                                         ----     -----     ----     -----
            Income From Operations                        2.8       5.8      5.9      11.8

            Interest Income                              (0.1)     (0.2)      --        --
            Interest Expense                              2.6       5.4      2.6       5.2
                                                         ----     -----     ----     -----
                                                          2.5       5.2      2.6       5.2
                                                         ----     -----     ----     -----

            Income before provision for income taxes      0.3       0.6      3.3       6.6
            Provision (Benefit) for income taxes          0.1       0.2      1.3       2.6
                                                         ----     -----     ----     -----
            Net income                                    0.2       0.4      2.0       4.0
                                                         ====     =====     ====     =====

            EBITDA(1)                                     3.5       7.3      6.5      13.0
</TABLE>

            -----------
            (1)   EBITDA represents income before taxes, interest expense,
            depreciation and amortization expense. While EBITDA is not intended
            to represent cash flow from operations as defined by GAAP and should
            not be considered as an indicator of operating performance or an
            alternative to cash flow (as measured by GAAP) as a measure of
            liquidity, it is included herein to provide additional information
            with respect to Diamond's ability to meet its future debt service,
            capital expenditure and working capital requirements.


            THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED
            MARCH 31, 2001


                  Net Sales. Net sales for the three months ended March 31, 2002
            decreased by $1.8 million, or 3.6%, to $48.2 million from $50.0
            million for the three months ended March 31, 2001. During the three
            months ended March 31, 2002, installation units decreased by 4.9%
            and revenue per installation unit increased an average of 1.2%. The
            decrease in units sold is primarily due to the historically mild
            winter weather conditions experienced throughout a large portion of
            the United States and the recessionary economic climate experienced
            in the aftermath of the events of September 11th , which has
            resulted in weaker industry demand. The increase in Diamond's
            average revenue per installation unit is attributable to
            stabilization of price compression and to its sales mix.

                  Gross Profit. Gross profit for the three months ended March
            31, 2002 decreased by $1.2 million, or 3.4%, to $34.5 million from
            $35.7 million for the three months ended March 31, 2001. Gross
            profit increased as a percentage of sales to 71.6% for the three
            months ended March 31, 2002 from 71.4% for the three months ended
            March 31, 2001. The decrease in gross profit for the three months
            ended March 31, 2002 was primarily due to a decrease in net sales
            compared to the three months ended March 31, 2001 , which was
            partially offset by the increased average revenue per installation
            unit.



                                       7
<PAGE>
                  Operating Expenses. Operating expenses for the three months
            ended March 31, 2002 increased by $1.9 million, or 6.4%, to $31.7
            million from $29.8 million for the three months ended March 31,
            2001. Operating expenses increased as a percentage of sales to 65.8%
            for the three months ended March 31, 2002 from 59.6% for the three
            months ended March 31, 2001. The increase in operating expenses
            during the three months ended March 31, 2002 compared to the three
            months ended March 31, 2001 was primarily due to an increase in
            service center and distribution center costs related to expansion,
            primarily for wages and wage related expenses, advertisement and
            promotional expenses and occupancy costs. The increase in operating
            expenses was also due to a general increase in wages and wage
            related expenses experienced primarily at service centers combined
            with an increase in sales and marketing expenses, insurance expense
            due to increase in insurance premiums and advertisement and
            promotional expense.

                  Depreciation and amortization expense for the period ended
            March 31, 2002 increased by $0.1 million, or 16.7%, to $0.7 million
            from $0.6 million for the three months ended March 31, 2001. This
            increase was primarily due to the amortization and depreciation
            expense related to certain sales, billing and financial systems
            software and computer hardware implemented in 2001 and 2002. This
            increase was partially offset by a decrease in expense due to the
            increased use of a master fleet leasing program for the lease of
            mobile installation and distribution service vehicles.

                  Income From Operations. Income from operations for the three
            months ended March 31, 2002 decreased by $3.1 million, or 52.5%, to
            $2.8 million from $5.9 million for the three months ended March 31,
            2001. This decrease was primarily due to the decrease in net sales
            and increase in operating expenses as discussed above.

                  Interest Expense. Interest expense remained at $2.6 million
            for the three months ended March 31, 2002 and 2001. Cash interest
            expense also remained at $2.3 million for the three months ended
            March 31, 2002 and 2001.

                  Net Income. Net income for the three months ended March 31,
            2002 decreased by $1.8 million to $0.2 million from $2.0 million for
            the three months ended March 31, 2001. Net income as a percentage of
            sales decreased to 0.4% for the three months ended March 31, 2002
            from 4.0% for the three months ended March 31, 2001. The decrease in
            net income and net income margin during the three months ended March
            31, 2002 compared to the three months ended March 31, 2001 was
            primarily due to the impact of decreased net sales and increased
            operating expenses.

                  EBITDA. EBITDA for the three months ended March 31, 2002
            decreased by $3.0 million, or 46.2%, to $3.5 million from $6.5
            million for the three months ended March 31, 2001. The decrease in
            EBITDA for the three months ended March 31, 2002 was primarily due
            to the decrease in net sales and increase in operating expenses as
            discussed above.

            LIQUIDITY AND CAPITAL RESOURCES

                  Diamond's need for liquidity will arise primarily from the
            interest payable on its 9 1/4% Senior Notes (the "Notes"), the
            Credit Facility and the funding of Diamond's capital expenditures
            and working capital requirements. There are no mandatory principal
            payments on the Notes prior to their maturity on April 1, 2008 and,
            except to the extent that the amount outstanding under the Credit
            Facility exceeds the borrowing base, no required payments of
            principal on the Credit Facility prior to its expiration on March
            27, 2004.

                  Net Cash Provided by Operating Activities. Net cash provided
            by operating activities for the three months ended March 31, 2002
            decreased by $2.7 million to $1.5 million from $4.2 million for the
            three months ended March 31, 2001. The change was primarily
            attributable to a decrease in Diamond's net earnings and related
            decrease in deferred income taxes.



                                       8
<PAGE>
                  Net Cash Used in Investing Activities. Net cash used in
            investing activities for the three months ended March 31, 2002
            increased $0.6 million to $1.2 million from $0.6 million used in
            investing activities for the three months ended March 31, 2001. The
            primary reason for the increase was an increase in capital
            expenditures.

                  Net Cash Used in Financing Activities. Net cash used in
            financing activities for the three months ended March 31, 2002
            decreased $0.5 million from $0.5 million used for the three months
            ended March 31, 2001. The primary reason for this decrease was the
            lack of borrowing on the credit facility during the three months
            ended March 31, 2002.

                  Capital Expenditures. Capital expenditures for the three
            months ended March 31, 2002 were $1.2 million, as compared to $0.7
            million for the three months ended March 31, 2001. Capital
            expenditures for the three months ended March 31, 2002 were made
            primarily to fund the continued upgrade of Diamond's management
            information systems.

                  Liquidity. Management believes that Diamond will have adequate
            capital resources and liquidity to satisfy its debt service
            obligations, working capital needs and capital expenditure
            requirements, including those related to the opening of new service
            centers and distribution centers for the foreseeable future.
            Diamond's capital resources and liquidity are expected to be
            provided by Diamond's net cash provided by operating activities and
            borrowings under the Credit Facility. See " -- Significant
            Accounting Policies - Income Tax" in Diamond's annual report on Form
            10-K for the year-ended December 31, 2001, for a discussion of the
            Internal Revenue Service's proposed adjustments with respect to
            Diamond's tax treatment of the Transaction (as such term is defined
            in the annual report on Form 10-K).

            CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

                  The following summarizes Diamond's contractual cash
            obligations and other commercial commitments as of March 31, 2002.

<TABLE>
<CAPTION>
                                                 PAYMENTS DUE BY PERIOD (DOLLARS IN THOUSANDS)
                                                 ---------------------------------------------
            CONTRACTUAL CASH OBLIGATIONS           TOTAL     LESS THAN 1 YEAR   AFTER 5 YEARS
                                                   -----     ----------------   -------------
<S>                                              <C>         <C>                <C>

            Long Term Debt                       $ 100,000                 --         100,000
            Operating Leases                           812                812              --
                                                 --------------------------------------------
            Total Contractual Cash Obligations   $ 100,812                812         100,000
                                                 =========           ========         =======
</TABLE>

<TABLE>
<CAPTION>
                                                  AMOUNT OF COMMITMENT
                                                 EXPIRATION PER PERIOD
                                                 (DOLLARS IN THOUSANDS)
                                                -----------------------
            OTHER COMMERCIAL COMMITMENTS        TOTAL AMTS
                                                COMMITTED     1-3 YEARS
                                                ---------     ---------
<S>                                             <C>           <C>
            Standby Letters of Credit             $ 3,546         3,546
            Operating Lease - Contingent            8,157         8,157
            Guaranteed Residual Value
                                                -----------------------
            Total Commercial Commitments          $11,703        11,703
                                                  =======       =======
</TABLE>



                                       9
<PAGE>
            FORWARD-LOOKING STATEMENTS

                  Readers are cautioned that there are statements contained in
            this report which are "forward-looking" statements within the
            meaning of the Private Securities Litigation Reform Act of 1995 (the
            "Act"). Forward-looking statements include statements which are
            predictive in nature, which depend upon or refer to future events or
            conditions, which include words such as "expects," "anticipates,"
            "intends," "plans," "believes," "estimates," or similar expressions.
            In addition, any statements concerning future financial performance
            (including future revenues, earnings or growth rates), ongoing
            business strategies or prospects, and possible future actions, which
            may be provided by management, are also forward-looking statements
            as defined by the Act. Forward-looking statements are based on
            current expectations and projections about future events and are
            subject to risks, uncertainties, and assumptions about Diamond,
            economic and market factors and the industries in which Diamond does
            business, among other things. These statements are not guarantees of
            future performance and Diamond has no specific intention to update
            these statements.

                  These forward-looking statements, like any forward-looking
            statements, involve risks and uncertainties that could cause actual
            results to differ materially from those projected or anticipated.
            The risks and uncertainties include the effect of overall economic
            and business conditions, the demand for Diamond's products and
            services, regulatory uncertainties, the impact of competitive
            products and pricing, changes in customers' ordering patterns and
            potential system interruptions. This list should not be construed as
            exhaustive. Our annual report on Form 10-K in respect of the fiscal
            year ended December 31, 2001 discusses certain of these risks and
            uncertainties under the caption "Factors Affecting Future
            Performance."




                                       10
<PAGE>
                                     PART II

                                OTHER INFORMATION



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)   Reports on Form 8-K.

      There were no reports on form 8-K filed during the quarter ended March 31,
      2002.











                                       11
<PAGE>
                                    SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.



                                       DIAMOND TRIUMPH AUTO GLASS, INC.



      Date: May 15, 2002             By:  /s/  Michael A. Sumsky
                                           --------------------------------

                                           Name:  Michael A. Sumsky
                                           Title: President,
                                                  Chief Financial Officer and
                                                  General Counsel (Principal
                                                  Financial and Chief Accounting
                                                  Officer)






                                       12